Transfer of the Securities Sample Clauses
The "Transfer of the Securities" clause defines the rules and procedures governing how ownership of securities can be transferred from one party to another. Typically, this clause outlines any restrictions on transfer, such as requiring prior written consent from the issuer or compliance with applicable securities laws, and may specify the documentation or process needed to effectuate a transfer. Its core function is to ensure that all transfers are conducted in an orderly and legally compliant manner, thereby protecting the interests of both the issuer and the holders of the securities.
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Transfer of the Securities. (a) The Holder shall not: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (each, a "Transfer") with respect to, any or all of the Securities or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Securities; (iv) deposit any of the Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of the Holder's obligations hereunder or the consummation of the transactions contemplated hereby or by the Merger Agreement.
(b) The Holder agrees to surrender to Cabot or Cabot OP, as applicable, or to the transfer agent for Cabot or Cabot OP, as applicable, certificates evidencing the Securities, and shall cause Cabot or Cabot OP, as applicable, or the transfer agent for Cabot or Cabot OP to place the following legend on any and all certificates evidencing the Securities:
(i) in the case of Cabot Common Shares: THE CABOT COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF ______________ __, 2001, BY AND AMONG CALWEST INDUSTRIAL PROPERTIES, LLC, ROOSTER ACQUISITION CORP., CABOT INDUSTRIAL TRUST, CABOT INDUSTRIAL PROPERTIES, L.P. AND THE HOLDER HEREOF. ANY TRANSFER OF SUCH CABOT COMMON SHARES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
(ii) in the case of LP Units: THE PARTNERSHIP UNITS ISSUED TO LIMITED PARTNERS EVIDENCING OWNERSHIP IN CABOT INDUSTRIAL PROPERTIES, L.P. REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF ______________ __, 2001, BY AND AMONG CALWEST INDUSTRIAL PROPERTIES, LLC, ROOSTER ACQUISITION CORP., CABOT INDUSTRIAL TRUST, CABOT INDUSTRIAL PROPERTIES, L.P. AND THE HOLDER HEREOF. ANY TRANSFER OF SUCH PARTNERSHIP UNITS ISSUED TO LIMITED PARTNERS EVIDENCING OWNERSHIP IN CABOT INDUSTRIAL PROPERTIES, L.P. IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
Transfer of the Securities. 1.1 On the Transfer Date (as defined below) Transferor shall transfer to Transferee and Transferee shall acquire, subject to all of the terms and conditions hereof, the Securities.
1.2 The transfer of the Securities as set forth on Annex A will take place on a mutually acceptable date (the “Transfer Date”).
1.3 At the Transfer, Transferor will deliver to the Transferee (a) Certificates for the Securities in negotiable form, free and clear of all liens, (b) a Stock Power duly endorsed in blank for the Securities, (c) instructions to LTC’s Transfer Agent for the transfer of the Securities to Transferee, and (d) corporate resolutions authorizing the transfer of the Securities (collectively the “Share Transfer Documents”).
Transfer of the Securities. At the Closing, the Sellers shall deliver to the Purchaser duly executed stock powers and other instruments of transfer in form and substance satisfactory to the Purchaser as are necessary to transfer the ownership of the Securities to the Purchaser in accordance with all applicable Legal Requirements. At the Closing, the Purchaser or its designee shall become the legal and beneficial owner of the Securities, which, as of the Closing, shall constitute all of the issued and outstanding securities of the Foreign Subsidiaries.
Transfer of the Securities. For the sum of $0.004 per Class B Ordinary share, the Transferor hereby agrees to sell the Shares to the Transferee immediately prior to effectiveness of the Company’s registration statement in connection with the IPO. The Shares shall be subject to the letter agreement to be entered into by the Transferee and the Company in connection with the IPO.
Transfer of the Securities. The Securities may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee.
Transfer of the Securities. For the sum of $0.003 per share, the Transferor hereby agrees to sell the Shares to the Transferees immediately prior to effectiveness of the Company’s registration statement in connection with the IPO. It is a condition of such sale that the applicable Transferee serves as director of the Company at the closing of the IPO. Each Transferee severally and not jointly hereby agrees that, in the event that such Transferee ceases to serve as a director of the Company for any reason prior to the closing of the IPO, such Transferee shall execute a share transfer form in form and substance similar to the share transfer form annexed this Agreement as Schedule 1 pursuant to which the Transferee shall immediately transfer the Shares held by such Transferee to the Transferor for no consideration and shall have no further legal or beneficial, right, title or interest in or to the Shares. The Shares shall be subject to the letter agreement to be entered into by the Transferee and the Company in connection with the IPO.
Transfer of the Securities the Closing. In reliance upon the representations of Genesis and the Company contained in Section 1.3 hereof and subject to the terms and conditions set forth herein, Infinity Outdoor shall acquire the Subsidiary Warrant. The closing (the "Closing") of Infinity Outdoor's purchase of the Subsidiary Warrant shall be held at 10:00 a.m., Los Angeles time on June ____, 2000 (the "Closing Date"), by facsimile transmission of documents, or at such other time or place as the parties hereto may mutually agree. On the Closing Date, the Company will tender to Infinity Outdoor the Subsidiary Warrant, registered in Infinity Outdoor's name, duly executed and dated the Closing Date, in consideration of Infinity Outdoor's agreement to jointly market advertising with the Company. Infinity Outdoor shall have certain rights to tender the Subsidiary Warrant in exchange for the Genesis Warrant as set forth in and in accordance with the terms of the Subsidiary Warrant. In the event Infinity Outdoor so tenders the Subsidiary Warrant, Genesis will deliver to Infinity Outdoor the Genesis Warrant, registered in Infinity Outdoor's name and duly executed. In addition, in the event the assets comprising the Centerlinq network are transferred by the Company to another entity controlled by Genesis, the Subsidiary Warrant shall be exchanged for a like warrant to purchase securities of such entity.
Transfer of the Securities. Each Lender acknowledges that the Loans have not been registered under the Securities Act and represents and agrees that it is acquiring the Loans and the Securities for its own account and that it will not, directly or indirectly, transfer, sell, assign, pledge or otherwise dispose of its Loans or Securities (or any interest therein) unless such transfer, sale, assignment, pledge or other disposition is made (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under, and otherwise in compliance with, the Securities Act. Each Lender represents, warrants, covenants and agrees to and with the Borrower and Newco that it is either (i) a qualified institutional buyer within the meaning of Rule 144A under the Securities Act acting for its own account or the account of one or more other qualified institutional buyers, and is aware that the Borrower and Newco may rely upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder or (ii) an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. Each of the Lenders acknowledges that the Securities will bear a legend restricting the transfer thereof in accordance with the Securities Act and the rules and regulations thereunder to the extent set forth in Section 3.12. Subject to the provisions of the previous paragraph, each of Newco and the Borrower agrees that each Lender will be free to sell or transfer all or any part of the Loans or the Securities (including, without limitation, participation interest in the Loans) to any third party and to pledge any or all of the Securities to any commercial bank or other institutional lender. Any assignment by any Lender of all or any part of such Lender's rights and obligations hereunder and under the other Loan Documents shall be made pursuant to an Assignment and Acceptance executed by the assigning Lender, the assignee and delivered to the Paying Agent for recording in the Loan Register.
Transfer of the Securities. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.6), Buyer agrees to purchase and accept delivery from each Shareholder, and each Shareholder agrees to sell, assign, transfer and deliver to Buyer, all of the Securities free and clear of all Encumbrances.
Transfer of the Securities. There are no restrictions on subsequent transfers of the Securities under the laws of the ▇▇▇▇▇▇▇▇ Islands or Greece.